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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
 
FORM
10-K/A
(Amendment
No. 1)
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the fiscal year ended March 31, 2024
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For
the transition period from _______________ to _______________
 
Commission
File Number: 001-40715
 
PetVivo
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
 


Nevada
 
99-0363559

(State
    or other jurisdiction of
 
(I.R.S.
    Employer

incorporation
    or organization)
 
Identification
    No.)

 
 
 

5151
                                            Edina Industrial Blvd Suite 575
Edina,
    Minnesota
 
55439

 

(Address
    of principal executive offices)
 
(Zip
    Code)

 
(952)
405-6216
(Registrant’s
Telephone Number, Including Area Code)
 
Securities
registered under Section 12(b) of the Act:
 


Title
    of each class
 
Trading
    Symbol(s)
 
Name
    of each exchange on which registered

Common
    Stock
 
PETV
 
Nasdaq
    Stock Market Inc.

Warrants
 
PETVW
 
Nasdaq
    Stock Market Inc.

 
Securities
registered under Section 12(g) of the Act: None
 
Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
 
Indicate
by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes ☒ No
 
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
 
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). ☒ Yes ☐ No
 
Indicate
by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 


Large
    accelerated filer
☐
Accelerated
    filer 
☐

Non-accelerated
    filer
☒
Smaller
    reporting company 
☒

 
 
Emerging
    Growth Company
☒

 
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
 
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
 
As
of September 30, 2023, the aggregate market value of the registrant’s common stock held by non-affiliates was $20,563,529, based
on the closing price of the common stock on the Nasdaq Capital Market on such date.
 
As
of June 28, 2024, there were 19,904,852 shares of the issuer’s $.001 par value common stock issued and outstanding.
 
Documents
incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant
to Rule 424 of the Securities Act of 1933 incorporated herein by reference.
 



Auditor Name
 
Auditor Firm ID
 
Auditor Location

Assurance Dimensions Inc.
 
5036
 
Margate, Florida

 

 
 

 
 

 
EXPLANATORY
NOTE
 
This
Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended March 31, 2024
(“fiscal 2024”) filed by PetVivo Holdings, Inc. (the “Company,” “we” or “us”) on June
28, 2024 (the “Form 10-K”) to update and/or correct the following information in the Form 10-K: (i) Part I, Item I “Business”
to enhance the description of the regulations relating to human and veterinarian products, (ii) Part I, Item 1A “Risk Factors”
to update the information in the risk factor titled “ The Company’s failure to meet the continued listing requirements of
The Nasdaq Capital Market will most likely result in the Company’s securities being delisted from Nasdaq” through
the filing date, July 9, 2024, (iii) Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
to update the disclosure regarding our cash resources under “Liquidity and Capital Resources” and (iv) Part III, Item 11 “Executive Compensation”
to correct an error in the salary for Mr. Folkes in fiscal 2024.
 
In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment includes
new certifications specified in Rule 13a-14 under the Exchange Act, from the Company’s Chief Executive Officer and Chief Financial
Officer dated as of the date of this Amendment.
 
Except
as otherwise expressly noted, this Amendment does not amend, update, or restate the information in the Form 10-K; nor does it reflect
events occurring after the filing of the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been
revised to reflect events that occurred or facts that became known to us after the filing of the Form 10-K, and such forward-looking
statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and
any subsequent filings with the SEC.
 


 
 

 
PART
I
 
ITEM
1. BUSINESS
 
The following section in Part I, Item of the Form 10-K is hereby amended and restated in its entirety as follows:
 
Overview
 
PetVivo
Holdings, Inc. (the “Company,” “PetVivo,” “we” or “us) is an emerging biomedical device company
focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company
has a pipeline of seventeen products for the treatment of animals. A portfolio of twenty-two patents protects the Company’s biomaterials,
products, production processes and methods of use. The Company began commercialization of its lead product Spryng™ with OsteoCushion™
Technology, a veterinarian-administered, intraarticular injection for the management of lameness and other joint afflictions such as
osteoarthritis in dogs and horses, in the second quarter of its fiscal year ended March 31, 2022.
 
In
August 2021, we received net proceeds of approximately $9.7 million in a registered public offering (“Public Offering”)
of 2.5 million units at a public offering price of $4.50 per unit. Each unit consisted of one share of our common stock and one
warrant to purchase one share of our common stock at an exercise price of $5.625 per share. The shares of common stock and warrants
were transferable separately immediately upon issuance. In connection with the Public Offering, the Company’s common stock and
warrants were registered under Section 12(b) of the Exchange Act and began trading on The Nasdaq Capital Market, LLC
(“Nasdaq”) under the symbols “PETV” and “PETVW,” respectively.
 
The
Company was incorporated in March 2009 under Nevada law. The Company operates as one segment from its corporate headquarters in Edina,
Minnesota. For further information, see Note 1, Description of the Business, in the note to the consolidated financial statements
in Part II, Item 8.
 
Business
Description
 
The
Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage
afflictions of companion animals such as cats, dogs and horses. Most of our technology was developed for human biomedical applications,
and we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion
animals in a capital and time-efficient way.
 

 
 

 
Many
of the Company’s products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their
reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen,
elastin, and proteoglycans such as heparin. Since these are naturally occurring in the body, we believe they have an enhanced biocompatibility
with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g PLA, PLGA, and the like),
polyacrylamides, and other “natural” biomaterials that may lack the multiple proteins incorporated into our biomaterials.
These proprietary protein-based biomaterials that are similar to the body’s tissue thus allowing integration and tissue repair
in long-term implantation in certain applications.
 
Our
initial product, Spryng™ is a veterinary medical device designed to help reinforce and/or augment articular cartilage tissue for
the management of lameness and other joint related afflictions, such as osteoarthritis, in horses and companion animals. Spryng™
is an intra-articular injectable product of biocompatible and insoluble particles that are slippery, wet-permeable, durable, and resilient
to enhance the force cushioning function of the synovial fluid and cartilage. The particles mimic natural cartilage in composition, structure,
and hydration. Multiple joints can be treated simultaneously. Our particles are comprised of collagen, elastin, and heparin, similar
components found in natural cartilage. These particles show an effectiveness to reinforce and/or augment the cartilage, which enhances
the functionality of the joint (e.g. provide cushion or shock-absorbing features to the joint and to provide joint lubricity).
 
Osteoarthritis,
a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by
a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million dogs and 1 million
horses in the $11 billion companion animal veterinary care and product sales market.
 
Despite
the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses,
and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment
for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are
approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver
damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the
symptoms of the affliction. our Spryng™ product addresses the affliction, loss of synovial fluid and/or the deterioration of joint
cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal adverse side effects in dogs
and horses. Spryng™-treated dogs and horses have shown an increase in activity even after they no longer are receiving pain medication
or other treatments. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used for treating
pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.
 
We
believe Spryng™ is an optimal solution to safely improve joint function in animals for several reasons:
 


 
●
Spryng™
    addresses the underlying problems which relate to deterioration of cartilage causing bones to contact each other and a lack of synovial
    fluid. Spryng™ provides a biocompatible lubricious cushion to the joint, which establishes a barrier between the bones, thereby
    protecting the remaining cartilage and bone.

 
●
Spryng™
    is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously.

 
●
Case
    studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng™.

 
●
After
    receiving a Spryng™ injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative
    side effects.

 
●
Spryng™
    is an effective and economical solution for treating osteoarthritis. A single injection of Spryng™ is approximately $600 to
    $900 per joint and typically lasts for at least 12 months.

 
Historically,
drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary
practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions.
Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng™ is a
veterinarian-administered medical device that should expand practice revenues and margins. We believe that the increased revenues and
margins provided by Spryng™ will accelerate its adoption rate and propel it forward as the standard of care for canine and equine
lameness related to or due to synovial joint issues.
 

 
 

 
We
commenced sales of Spryng™ in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng™
in the United States through the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on
the benefits of Spryng™.
 
We
entered into a Distribution Services Agreement (“Distribution Agreement”) with MWI on June 17, 2022. Pursuant to the Agreement,
we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company’s lead product, Spryng™ on an exclusive
basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive basis thereafter; provided
however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed
upon by the parties. The Company can continue to sell Spryng™ within the Territory to established accounts, which include: (a)
customers who have purchased Spryng™ from the Company prior to the date of the Agreement, (b) customers who require that they deal
directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by
MWI to purchase Spryng™. All customers must be licensed veterinary practices.
 
In
December 2023, the Company and MWI agreed to change the Distribution Agreement from an exclusive distribution agreement to a non-exclusive
distribution agreement, effective as of January 1, 2024. This is consistent with the Company’s strategy to create multiple sales
channels for its products. In December 2023, the Company entered into a non-exclusive distribution agreement with Covetrus North America,
LLC (“Covetrus Distribution Agreement”), to market, distribute and sell the Company’s products in the United States,
including the District of Colombia. The Covetrus Distribution Agreement has an initial term of one year, which will be automatically
renewed, unless either party provides notice of non-renewal at least thirty 30 days prior to the expiration of the term.
 
Spryng™
is classified as a veterinary medical device under the United States Food and Drug Administration (“FDA”) rules and
pre-market approval is not required by the FDA. Spryng™ completed a safety and efficacy study in rabbits in 2007. Since that
time, more than 2,000 horses and dogs have been treated with Spryng™. We entered into a clinical trial services agreement with
Colorado State University on November 5, 2020. This university clinical study was completed in March 2024. Additionally, the Company
successfully completed an equine tolerance study in March 2022 and began a two canine clinical study with Ethos Veterinary Health,
the first beginning in May of 2022 which was completed in October 2023, and the second began in June of 2023 with an expected
completion in October 2024. We anticipate these and other studies that we plan to initiate will be primarily used to expand our
distribution outlets since the large international and national distributors generally require a third-party university study and
other third-party studies prior to including a product in their catalog of products.
 
We
manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly
production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product
while being responsive to volume requirements. A second ISO cleanroom facility is expected to be operational later this year. We believe
that having two manufacturing facilities will help us minimize supply risks, allow for continued scaling or our production capacity,
and expand our research and development facilities.
 
We
also have a pipeline that includes several therapeutic devices for both veterinary and human clinical applications. Some such devices may
be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”).
We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical
device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view
of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary
revenues.
 

 
 

 
Product
Pipeline
 

 
Below
is a listing of applications of our technology that we plan to commercialize or out-license to strategic partners:
 
Dermal
Filler
 
Our
biomaterials are constructed from purified water, protein, and carbohydrate, tailored to simulate different body tissues that biologically
integrate (bio-integration). Our biomaterials can be manufactured and used as a dermal filler for wrinkle treatment by injection. These
formed, gel particles fill, integrate and rejuvenate dermal skin tissue to remove the wrinkle. This product was taken through an FDA
clinical trial under the name CosmetaLife®, see the results here: www.clinicaltrials.gov (NCT00414544).
 
Cardiovascular
Devices
 
Our
blood-compatible biomaterial, which allows blood contact and bio-integrative processes to occur without clotting, platelet attachment,
or thrombogenesis, is used to repair cardiovascular tissue. VasoGraft®, a blood vessel graft made from VasoCover™ material,
is designed to mimic natural blood vessel tissue in almost every respect, including the components used.
 
Drug
Delivery
 
Unique
fabrication techniques allow us to homogeneously distribute the drug in milligram to nanogram amounts, resulting in optimum performance
and manufacturing capabilities for a variety of delivery methods, such as coatings, injectables, implantables, or transmucosal delivery.
The first planned transmucosal product has been optimized and tested with peptide drugs with better efficacy than oral dosing via swallowing.
 
Orthopedic
Devices
 
Another
of our materials can be used in a variety of shapes for orthopedic and dental applications. The first products, OrthoGelic™ and
OrthoMetic™, will be aimed at difficult-to-heal, non-union broken bones, by using particles to fill the empty space. The orthopedic
biomaterial, made to mimic the structural components of bone, can allow integration and healing to fill in the break and exclude non-bone
tissue infiltration.
 

 
 

 
Intellectual
Property
 
Our
intellectual property portfolio is comprised of patents, patent applications, trademarks, and trade secrets. We have issued ten United
States Patents. In addition to the United States patent portfolio, we also have nine patents granted in key markets around the world
including Canada, Australia, and countries within the European Union.
 
We
believe we have developed a broad and deep patent portfolio around our biomaterials and manufacturing processes in addition to the application
of these biomaterials for use as medical devices, medical device coatings, and pharmaceutical delivery devices. The Company secures other
technological know-how by trade secret law and also possesses several trademarks that are either registered or protected pursuant to
trademark common law.
 
United
States Patents:
 

●10,967,104
                                            – Encapsulated or Coated Stent Systems

●10,850,006
                                            – Protein Biomaterials and Bioacervates and Methods of Making and Using Thereof

●10,744,236
                                            - Protein Biomaterial and Biocoacervate Vessel Graft Systems and Methods of Making and
                                            Using Thereof

●10,016,534
                                            – Protein Biomaterial and Biocoacervate Vessel Graft Systems and Methods of Making
                                            and Using Thereof

●9,999,705
                                            – Protein Biomaterials and Bioacervates and Methods of Making and Using Thereof

●9,107,937
                                            – Wound Treatments with Crosslinked Protein Amorphous Biomaterials

●8,623,393
                                            – Biomatrix Structural Containment and Fixation Systems and Methods of Use Thereof

●8,529,939
                                            – Mucoadhesive Drug Delivery Devices and Methods of Making and Using Thereof

●8,465,537
                                            – Encapsulated or Coated Stent Systems

●8,153,591
                                            – Protein Biomaterials and Biocoacervates and Methods of Making and Using Thereof
 
We
have been granted 9 foreign patents in certain jurisdictions. We have 7 patent applications pending in the US and certain foreign jurisdictions.
 
To
maximize the strength and value of our patent portfolio, many of the claims use the transitional term “comprising”, which
is synonymous with “including,” This use of transitional language is inclusive or open-ended and does not exclude additional,
unrecited elements or method steps. Our patents also include method claims covering many of the applications and uses of the biomaterials
as medical devices and drug delivery systems. We believe our intellectual property portfolio strongly protects our proprietary technology,
including the composition of raw elements used to produce our formulations, the fabricated biomaterials, and their application in end
products, thereby making our material and devices much more attractive to industry partners.
 
We
will seek to protect our products and technologies through a combination of patents, regulatory exclusivity, and proprietary know-how.
Our goal is to obtain, maintain and enforce patent protection for our products, formulations, processes, methods, and other proprietary
technologies, preserve our trade secrets, and operate without infringing on the proprietary rights of other parties, both in the United
States and in other countries. Our policy is to actively seek to obtain, where appropriate, the broadest intellectual property protection
possible for our current compounds and any future compounds developed. We also strenuously protect our proprietary information and proprietary
technology through a combination of contractual arrangements, trade secrets, and patents, both in the United States and abroad. However,
even patent protection may not always afford us with complete protection against competitors who seek to circumvent our patents.
 
We
depend upon the skills, knowledge, and experience of our scientific and technical personnel, including those of our company, as well
as that of our advisors, consultants, and other contractors, none of which is patentable. To help protect our proprietary know-how, which
may not be patentable, and inventions for which patents may be difficult to obtain or enforce, we rely on trade secret protection and
confidentiality agreements to protect our interests. To this end, we generally require all of our employees, consultants, advisors, and
other contractors to enter into confidentiality agreements that prohibit disclosure of confidential information and, where applicable,
require disclosure and assignment of ownership to us the ideas, developments, discoveries, and inventions important to our business.
 

 
 

 
Companion
Animal Market
 
Over
the last several decades, we believe the animal health market and industry has a strong component in the overall U.S. economy and is
more resistant to economic cycles. The veterinary sector is an attractive area to participate in the growth of the broader healthcare
industry without reimbursement risk. The American Pet Products Association (APPA) 2021-2022 National Pet Owners Survey indicates that
$123.6 billion was spent on pets in the U. S. in 2021. Vet Care and product sales constitute about $34.3 billion of the market. The growth
in the U.S. companion animal market has been continuing to increase due to the increase in the number of pet-owning households.
 
The
APPA 2021-2022 National Pet Owners Survey indicates U.S. pet ownership reached record levels in 2022. Specifically, 70% of all U.S. households
owned a pet in 2022. That’s 90.5 million pet-owning households, up from 84.6 million in 2018. In 2022, dogs and cats were the most
popular pet species, owned by 69% and 45% of U.S. households, respectively. APPA also reported that there were 69.0 million dogs and
45.3 million cats in the U.S. APPA reported that 3.5% of U.S. households owned horses in 2022. According to the American Horse Council,
the total number of horses owned by U.S. households was 7.2 million.
 
Osteoarthritis
Market
 
Osteoarthritis,
the most common inflammatory joint disease in both dogs and horses, is a progressive condition that is caused by a deterioration of joint
cartilage. Over time, the joint cartilage deterioration creates joint stiffness from mechanical stress resulting in inflammation, pain,
and loss of range of motion, which may be referred to as lameness. Osteoarthritis joint stiffness and lameness worsen with time from
gradual cartilage degeneration and an ongoing loss of protective cushion and lubricity (i.e., loss of slippery padding). As there is
no cure for osteoarthritis, the various treatment methods are focused on managing the related symptoms of pain and inflammation. Veterinarians
recommend several treatments depending on the severity of the disease, including a combination of rest, weight loss, physical rehabilitation,
and a regimen of pain and anti-inflammatory drugs (NSAIDs). Non-steroidal anti-inflammatory drugs (NSAIDs) are used to alleviate the
pain and inflammation caused by OA, but long-term NSAIDs cause gastric problems. Moreover, NSAIDs do not treat the cartilage degeneration
issue to halt or slow progression of the OA condition.
 
The
Morris Animal Foundation estimates that OA affects approximately 14 million adult dogs in the U.S. and owners consistently report it
as a top concern.
 
Horse
Osteoarthritis (Lameness)
 
Equine
osteoarthritis is the most common cause of lameness in horses. Equine OA is expensive to manage,
with estimated annual costs as high as $10,000-15,000 per horse to diagnose, treat, and medicate, researchers found in one study as referenced
in the Horse – Equine Monthly.
 
As
noted previously, the American Horse Council reported the total number of horses owned by U.S. households was 7.2 million. According
to an annual National Equine Health Survey conducted in collaboration with the British Equine Veterinary Association in 2016, 26% of
horses suffered from lameness. As referenced in the Horse–Equine Monthly, studies show 60% of all lameness issues are related to
OA. Based on the above assumptions we calculate that there are approximately 1.1 million horses suffering from OA.
 
Distribution
 
Most
U.S. veterinarians buy a majority of their equipment and supplies from a preferred distributor. More than 75% of veterinarians name Covetrus
North America/Butler Schein Animal Health, Inc., Patterson Veterinary, MWI, Midwest Veterinary Supply, Inc., or Victor Medical Company
as their preferred distributor. Combined, these top-tier distributors sell more than 85%, by revenue, of the products sold to companion
animal veterinarians in the U.S. Covetrus, Patterson, and MWI are recognized by manufacturers, distributors, and veterinarians as the
pre-eminent national companion animal veterinary supply distributors in the US. There are no other distributors that provide equivalent
levels of service to manufacturers and regularly visit veterinarians in as wide a geographic area as Covetrus, Patterson or MWI. Midwest
and Victor are large, regional distributors. The above data in this paragraph was sourced from File No. 101 0023 at the U.S. Federal
Trade Commission.
 

 
 

 
We
commenced sales of SpryngTM in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of SpryngTM
in the United States through our distribution relationship with MWI Veterinary Supply Co. (“Distributor” or “MWI”)
and the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on the benefits of SpryngTM.
 
We
currently have distribution agreements with MWI and Covetrus, two of the pre-eminent national companion animal veterinary supply distributors
in the U.S. We also continue to sell directly to veterinarian practices.
 
Orthopedic
Joint Treatments
 
A
treatment for joint pain, which is made of injected, protein-based, biocompatible particles. In vivo studies indicate that the biocompatible
particle device can easily be combined with synovial fluid in a rabbit knee to form a joint cushion, buffering the adjacent bones/cartilage
where no damage was caused to the cartilage from replacing the synovial fluid. The particles show an effectiveness to augment and reinforce
the tissue, cartilage, ligaments and/or bone and/or enhance the functionality of the joint (e.g. reinforce deteriorated components present
in the joint to provide cushion or shock-absorbing features to the joint and to provide joint lubricity).
 
AppTec
Laboratories accomplished a gel-particle rabbit study. In short, New Zealand white rabbits (6) were injected in both stifle joints (knees)
to fill but not extend the synovial space (~0.5 cc GDP/site). Rabbits were tested every other day for abnormal clinical signs including
range of motion and joint observations until sacrifice. Behavioral testing revealed no abnormal scores for range of motion, withdrawal
response, or joint observations (all animals were 100% normal). At one week and at four weeks the animals were sacrificed. AppTec pathologists
evaluated knee joint histology. The reported cartilage surfaces of the femoral and tibia condyles and the menisci were grossly and histologically
100% normal for all animals and test sites. The test particles were found in all of the injection sites.
 
The
test particle did not cause changes in the articular cartilage of the femur or tibia when injected into the stifle joint of rabbits.
The test article and control rabbit knees were not different for either 1 or 4-week time points for all histological measurements. In
conclusion, the particles do not cause inflammation or damage to knee joint and will stick to exposed tissues and biologically integrate
with those tissues. The particles were not found to stick to articular cartilage in any sample.
 
Regenerative
Characteristics
 
The
particle devices for joint injections have been extensively studied for a broad range of applications including the treatment of wrinkles
as dermal filler. Here is an overview of the pre-clinical and clinical studies completed for CosmetaLife, which is the name used for
the particle device when it was used as a dermal filler.
 
CosmetaLife
is an easy-to-inject, water-protein-based dermal filler that not only fills nasolabial wrinkle depressions but also helps rejuvenate
the dermal tissues, counteracting damage that causes wrinkles. The dermal cells are attracted to the CosmetaLife gel-particles, attach
to them, and then slowly replace them with natural dermal material (extracellular matrix). The natural biological replacement process
of CosmetaLife to collagen is estimated to take 6-12 months. CosmetaLife clinical trial on nasolabial folds supports this estimate.
 
CosmetaLife
injections allow the body to create a more natural dermal structure in and around every particle. Enhancing the natural process of dermal
tissue construction with CosmetaLife allows for long-term dermal contouring, corrections, and rejuvenation with little to no adverse
side effects noted in clinical trials.
 

 
 

 
Particle
Device Clinical Studies
 
The
Company has conducted several biocompatibility animal studies. In the implantation study, no abnormal clinical signs were noted for any
of the rabbits. The results of the sensitization study in guinea pigs showed a sensitization response equivalent to the negative controls.
 
A
Food and Drug Administration (FDA) IDE approved pivotal human clinical trial began with CosmetaLife late in 2006. The clinical trial
was a randomized, double-blind, parallel assignment, multi-center comparison of the safety and efficacy of CosmetaLife versus Restylane®
(Control) for the correction of nasolabial folds. One hundred seventy-one patients were skin tested and 145 were treated at six trial
sites. The number of study exits after treatment totaled four subjects. This clinical trial was reported and published at www.clinicaltrials.gov
(NCT00414544).
 
The
feedback from physician investigators has been positive with respect to CosmetaLife injection qualities, cosmetic appearance, and its
feel to the touch. During the first three to four months of the study, CosmetaLife showed no decrease in efficacy, as compared to Restylane
which showed an 11 percent decrease in efficacy. The FDA/IDE approved human clinical trial for the CosmetaLife product through twelve
months was found to be the same as compared to control hyaluronic acid product, Restylane (for each interval the consensus of the blinded
subjects tested preferred CosmetaLife or showed no preference at 3, 6, 9 and 12 months).
 
We
use existing, scalable processes to reduce the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality
product while being responsive to volume requirements. We are able to scale the manufacturing process having made batches in up to 2.0-kilogram
quantities to near GMP (Good Manufacturing Practices) standards.
 
Particles
Safety Study
 
Patients
injected with CosmetaLife were found to have no or mild inflammatory, irritation, or immunogenic responses. These results suggest the
particles are biocompatible because it closely matches the skin structure, composition, and moisture content. The no-to-low immunogenic
responses are attributed to the tight cross-linking of the CosmetaLife matrix, which prevents immunogenic progenitor cells from producing
antibodies to the matrix.
 
In
the clinical trial, the incidence of possible reaction to a skin test was 2.55 percent, with only one subject showing a reaction to a
second test or 0.6%, (1 out of 171). We also have a study report by AppTec, Inc., our Contract Research Organization, that CosmetaLife
did not produce an antibody response during the clinical trial further supporting our belief that it is safe to use.
 
CosmetaLife
is composed of materials that approximately meet the Generally Regarded As Safe (GRAS) requirements of the FDA. CosmetaLife contains
materials from certified bovine and porcine tissue sources that do not harbor prion disease or BSE. Additionally, steps in the manufacturing
process have been validated for deactivating all viruses.
 
Extrusion
force testing and the Clinical Trial usage both demonstrate the consistent and easy injection of CosmetaLife. Twenty-five month stability
testing shows that CosmetaLife is stable at room temperature conditions. Moreover, CosmetaLife has been shown to be stable at 40 °C
(104 °F) conditions for at least 3 months.
 
Competition
 
The
development and commercialization of new animal health medicines is highly competitive, and we expect considerable competition from major
pharmaceutical, biotechnology, and specialty animal health medicines companies. As a result, there are, and likely will continue to be,
extensive research and substantial financial resources invested in the discovery and development of new animal health medicines. Our
potential competitors include large animal health companies, such as Zoetis, Inc.; Merck Animal Health, the animal health division of
Merck & Co., Inc.; Merial, the animal health division of Sanofi S.A.; Elanco, the animal health division of Eli Lilly and Company;
Bayer Animal Health, the animal health division of Bayer AG; NAH, the animal health division of Novartis AG; Boehringer Ingelheim Animal
Health, the animal health division of Boehringer Ingelheim GmbH; Virbac Group; Ceva Animal Health; Vetoquinol and Dechra Pharmaceuticals
PLC. We are also aware of several smaller early stage animal health companies, such as Kindred Bio, Aratana Therapeutics Inc. (recently
acquired by Elanco), NextVet and VetDC that are developing products for use in the pet therapeutics market.
 

 
 

 
Regulation
– Human and Veterinary Use
 
Our
lead product, Spryng™ and other medical devices that we may manufacture for both veterinary and human applications are subject to regulation by numerous regulatory bodies, including the FDA and comparable
international regulatory agencies. These agencies require manufacturers of medical devices to comply with applicable laws and
regulations governing the development, testing, manufacturing, labeling, marketing, and distribution of medical devices. Medical
devices are generally subject to varying levels of regulatory control, the most comprehensive of which requires that a clinical
evaluation program be conducted before a device receives approval for commercial distribution.
 
Veterinary
Use

 
The Federal
Food, Drug, and Cosmetic Act (“FDCA”) and FDA regulations establish the system for the regulation of medical devices intended
for animal use in the United States. Our lead product, Spryng™, is subject to these regulations, as well as other applicable federal,
state, and local laws and regulations. The FDA has regulatory oversight over devices intended for animal use and can take appropriate
regulatory action if an animal device is misbranded or adulterated.
 
The FDA
does not require submission of a 510(k), PMA, or any other pre-market approvals for the medical devices intended for use with animals.
Device manufacturers who exclusively manufacture or distribute veterinary devices are not required to register their establishments or
to list veterinary devices. They also are exempt from post-marketing reporting. It is the responsibility of the manufacturer or distributor
of these products to assure that these animal devices are safe, effective, and properly labeled. The FDA recommends manufacturers and/or
distributors of veterinary medical devices request a review of their product labeling and promotional literature to ensure compliance
with the FDCA. This recommendation also applies to devices marketed in another country or imported into the U.S.
 
Human Use
 
The FDA establishes a comprehensive
system for the regulation of medical devices intended for human use. If we begin marketing and developing medical devices for use in humans,
our future products would be subject to these regulations, as well as other federal, state, and local laws and regulations. The FDA is
responsible for the overall enforcement of quality, regulatory, and statutory requirements governing the use of medical devices in humans.
 
The FDA classifies medical devices
into one of three classes — Class I, Class II, or Class III — depending on their level of risk and the types of controls that
are necessary to assure device safety and effectiveness. The class assignment determines the type of premarketing submission or application,
if any, that will be required before marketing in the U.S. We expect that our future products for humans would be in Class II or Class
III.
 
We would need to obtain specific permission from the FDA to distribute a new device in the United States and we expect that some form of marketing authorization will be necessary for our devices. Marketing authorization is generally
sought and obtained in one of two ways. The first process requires that a pre-market notification (510(k) Submission) be made to the
FDA to demonstrate that the device is as safe and effective as, or “substantially equivalent” to, a legally marketed device
that is not subject to pre-market approval (“PMA”). A legally marketed device is a device that (i) was legally marketed prior
to May 28, 1976, (ii) has been reclassified from Class III to Class II or I, or (iii) has been found to be substantially equivalent to
another legally marketed device following a 510(k) Submission. The legally marketed device to which equivalence is drawn is known as
the “predicate” device. Applicants must submit descriptive data and, when necessary, performance data to establish that the
device is substantially equivalent to a predicate device. In some instances, data from human clinical studies must also be submitted
in support of a 510(k) Submission. If so, this data must be collected in a manner that conforms with specific requirements in accordance
with federal regulations including the IDE and Human Subjects Protections or “Good Clinical
Practice” regulations.
 
After the 510(k) application is submitted, the applicant cannot market the device unless FDA issues “510(k)
clearance” deeming the device substantially equivalent. After an applicant has obtained clearance, the changes to existing devices
covered by a 510(k) Submission that do not significantly affect safety or effectiveness can generally be made without additional 510(k)
Submissions, but evaluation of whether a new 510(k) is needed is a complex regulatory issue, and changes must be evaluated on an ongoing
basis to determine whether a proposed change triggers the need for a new 510(k), or even PMA. The 510(k) clearance pathway is not available
for all devices: whether it is a suitable path to market depends on several factors, including regulatory classifications, the intended
use of the device, and technical and risk-related issues for the device.
 
The
second, more rigorous, process requires that an application for PMA be made to the FDA to demonstrate that the device is safe and effective
for its intended use as manufactured. This approval process applies to most Class III devices. A PMA submission includes data regarding
design, materials, bench and animal testing, and human clinical data for the medical device. Again, clinical trials are subject to extensive
FDA regulation. Following completion of clinical trials and submission of a PMA, the FDA will authorize commercial distribution if it
determines there is reasonable assurance that the medical device is safe and effective for its intended purpose. This determination is
based on the benefit outweighing the risk for the population intended to be treated with the device. This process is much more detailed,
time-consuming, and expensive than the 510(k) process. Also, FDA may impose a variety of conditions on the approval of a PMA.
 

 
 

 
Both
before and after a device for the U.S. market is commercially released, we would have ongoing responsibilities under FDA regulations.
The FDA reviews design and manufacturing practices, labeling and record keeping, and manufacturers’ required reports of adverse
experiences and other information to identify potential problems with marketed medical devices. We would also be subject to periodic
inspection by the FDA for compliance with the FDA’s quality system regulations, which govern the methods used in, and the facilities
and controls used for, the design, manufacture, packaging, and servicing of all finished medical devices intended for human use. In addition,
the FDA and other U.S. regulatory bodies (including the Federal Trade Commission, the Office of the Inspector General of the Department
of Health and Human Services, the Department of Justice (DOJ), and various state Attorneys General) monitor the manner in which we promote
and advertise our products. Although physicians are permitted to use their medical judgment to employ medical devices for indications
other than those cleared or approved by the FDA, we are prohibited from promoting products for such “off-label” uses and
can only market our products for cleared or approved uses. If the FDA were to conclude that we are not in compliance with applicable
laws or regulations, or that any of our medical devices are ineffective or pose an unreasonable health risk, the FDA could require us
to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health, order
a recall, repair, replacement, or refund of such devices, detain or seize adulterated or misbranded medical devices, or ban such medical
devices. The FDA may also impose operating restrictions, enjoin and/or restrain certain conduct resulting in violations of applicable
law pertaining to medical devices, including a hold on approving new devices until issues are resolved to its satisfaction, and assess
civil or criminal penalties against our officers, employees, or us. The FDA may also recommend prosecution to the DOJ. Conduct giving
rise to civil or criminal penalties may also form the basis for private civil litigation by third-party payers or other persons allegedly
harmed by our conduct.
 
The
delivery of our devices in the U.S. for human use would be subject to regulation by the U.S. Department of Health and Human Services and comparable
state agencies responsible for reimbursement and regulation of healthcare items and services. U.S. laws and regulations are imposed primarily
in connection with the Medicare and Medicaid programs, as well as the government’s interest in regulating the quality and cost
of health care.
 
Federal
healthcare laws apply when we or customers submit claims for items or services that are reimbursed under Medicare, Medicaid, or other
federally funded healthcare programs. The principal federal laws include: (1) the False Claims Act which prohibits the submission of
false or otherwise improper claims for payment to a federally-funded health care program; (2) the Anti-Kickback Statute which prohibits
offers to pay or receive remuneration of any kind for the purpose of inducing or rewarding referrals of items or services reimbursable
by a Federal health care program; (3) the Stark law which prohibits physicians from referring Medicare or Medicaid patients to a provider
that bills these programs for the provision of certain designated health services if the physician (or a member of the physician’s
immediate family) has a financial relationship with that provider; and (4) health care fraud statutes that prohibit false statements
and improper claims to any third-party payer. There are often similar state false claims, anti-kickback, and anti-self-referral and insurance
laws that apply to state-funded Medicaid and other health care programs and private third-party payers. In addition, the U.S. Foreign
Corrupt Practices Act can be used to prosecute companies in the U.S. for arrangements with physicians, or other parties outside the U.S.
if the physician or party is a government official of another country and the arrangement violates the law of that country.
 
The
laws that are applicable to us are subject to change, and subject to evolving interpretations. If a governmental authority were to
conclude that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to
severe criminal and civil penalties including substantial fines and damages, and exclusion from participation as a supplier of
product to beneficiaries covered by Medicare or Medicaid.
 
International
Sales
 
At
the present time, we are not selling any products outside the United States. If we were to commence sales internationally, we would setup
a marketing and compliance program dedicated to our international sales.

 
The
process of obtaining clearance to market products in countries outside the United States is costly and time-consuming. Countries
around the world have recently adopted more stringent regulatory requirements, which are expected to add to the delays and
uncertainties associated with selling Spryng™ or other new products internationally, as well as the clinical and
regulatory costs of supporting these products. In addition, regulations regarding the development, manufacture, and sale of medical
devices are subject to future change. We cannot predict what impact, if any, those changes might have on our business. If we begin
selling our products internationally, failure to comply with these regulatory requirements could have a material adverse effect on
our business, financial condition, and results of operations.
 

 
 

 
Research
and Development
 
The
Company is currently pursuing advancements in the composition, methods of manufacture and use for its proprietary biomaterials. It is
anticipated that within the next twelve months the Company will pursue additional third-party studies related to the use of Spryng™
for the treatment of osteoarthritis in canine and equine patients. The Company also anticipates that resources will be expended
to advance and improve the manufacturing systems for Spryng™ that will increase product volume and overall efficiency.
Finally, the Company anticipates that research and testing will be conducted in the next eighteen months involving the existing Spryng™
formulation and other variations to identify and determine the next commercial product(s) that may be administered to the digital
cushion of horses for the treatment of navicular disease.
 
Employees
and Human Capital
 
As
of June 28, 2024, we have 20 employees. We also engage outside consultants to assist with research and development, clinical development
and regulatory matters, investor relations, operations, and other functions from time to time.
 
The
Company believes that its success depends on the ability to attract, develop, and retain key personnel. It also believes that the skills,
experience, and industry knowledge of its employees significantly benefit its operations and performance. The Company believes that it
offers competitive compensation and other means of attracting and retaining key personnel. None of our employees are represented by a
labor union and we believe that our relationships with our employees are good.
 
Available
Information
 
We
make available, free of charge and through our Internet website at www.petvivo.com, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and any amendments to any such reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with,
or furnish it to, the Securities and Exchange Commission (“SEC”). Reports filed with the SEC also may be viewed at www.sec.gov.
We include our website throughout this report for reference only. The information contained on or connected to our website is not incorporated
by reference into this report.
 

 
 

 
ITEM 1A. RISK FACTORS
 
The risk factors in Part I, Item 1A of the Form 10-K
are hereby amended and restated in its entirety as follows:
 
ITEM
1A. RISK FACTORS
 
An
investment in our common stock and warrants involves a high degree of risk. You should carefully consider the following described risks
together with all other information included in this prospectus before making an investment decision with regard to this offering. If
one or more of the following risks occurs, our business, financial condition, and results of operations could be materially harmed, which
most likely would result in a decline in the trading price of our common stock and warrants and investors losing part or even all of
their investment.
 
Risks
Relating to Our Financial Condition
 
The
Company’s failure to meet the continued listing requirements of The Nasdaq Capital Market will most likely result in the
Company’s securities being delisted from Nasdaq.
 
The
Company’s common stock and warrants traded on Nasdaq from August 11, 2021 until April 8, 2024. Effective as of April 9, 2024, Nasdaq
suspended trading in these securities because the Company did not comply with Nasdaq Listing Rule 5550(b), which requires a listed company
to have at least $2.5 million in stockholders’ equity (the “Equity Rule”).’
 
On November 17, 2023, the Company received written notice from Nasdaq
stating that the Company was not in compliance with the Equity Rule. The Company submitted a request for a hearing to the Nasdaq Hearings
Panel (“Hearing Panel”) on November 24, 2023. The hearing took place on February 13, 2024, and on March 13, 2024, the Company
received a determination letter from the Hearing Panel (“March 13 Determination Letter”), which granted the Company an extension
through April 1, 2024 to show compliance with the Equity Rule. On March 27, 2024, the Company appealed the March 13 Determination Letter
to the Nasdaq Listing and Hearing Review Council (“Listing Council”). On April 5, 2024, the Company received a determination
letter (the “April 5 Determination Letter”) from the Panel stating that the Company’s securities would be delisted from
Nasdaq and would be suspended from trading on April 9, 2024. On April 8, 2024, the Company appealed the April 5 Determination Letter to
the Listing Council. On April 8, 2024, the Listing Council notified the Company that the Listing Council would consider the matter holistically,
including a review of both the March 13 Determination Letter and the April 5 Determination Letter and stayed the delisting of the Company’s
securities from Nasdaq until the completion of the appeals process.
 
On June 24, 2024, the Company received a decision from the Listing Council affirming the decisions by the Hearing
Panel to delist the Company’s securities from Nasdaq due to the Company’s failure to regain compliance with the Equity Rule.
Pursuant to Nasdaq Rule 5825, the Board of Directors of Nasdaq may call the Listing Council’s decision for review in connection
with an upcoming Nasdaq Board meeting. Our common stock and warrants will not be delisted from Nasdaq until all available review and appeal
procedures and periods available under the Nasdaq Listing Rules have expired. Following the expiration of all review periods, the Company
expects that a Form 25 will be filed by Nasdaq with the Securities and Exchange Commission (“SEC”), which would formally remove
the Company’s securities from listing and registration on Nasdaq.
 
If the Company’s securities are delisted from Nasdaq, it would
likely have a negative effect on the price of the Company’s common stock and may impair a stockholder’s ability to sell or
purchase shares of our common stock. In addition, delisting could impair our ability to raise additional capital.
 
We
have incurred substantial losses to date and could continue to incur such losses.
 
We
have incurred substantial losses since commencing our current business. For the year ended March 31, 2024, we lost approximately
$11.0 million and had an accumulated deficit of approximately $82.8 million. In order to achieve and sustain future revenues, we
must succeed in our current efforts to commercialize Spryng™ for treatment of dogs, cats and horses suffering from
osteoarthritis. That will require us to produce our products effectively in commercial quantities, establish adequate sales and
marketing systems, conduct clinical trials and tests which show the safety and efficacy of Spryng™ in dogs and horses and gain
significant support from veterinarians in the use of our products. We expect to continue to incur losses until such time, if ever,
as we succeed in significantly increasing our revenues and cash flow beyond what is necessary to fund our ongoing operations and pay
our obligations as they become due. We may never generate revenues sufficient to become profitable or to sustain
profitability.
 
If
we are unable to obtain sufficient funding, we may have to reduce materially or even discontinue our business.
 
As
of March 31, 2024, we have cash or cash equivalents of approximately $87,000. Beginning on April 9, 2024, and ending on June 28, 2024,
the Company raised $1,622,600 pursuant to the private offering of units to accredited investors. With these proceeds, along with an additional
$750,000 of equity and/or debt proceeds, we anticipate that we will be adequate to satisfy operational and capital requirements through the end of 2024. If we are unable to realize substantial revenues in the near future, we will need to seek additional financing
beyond this three-month period to continue our operations. We also most likely will require additional financing to develop additional
new products or to expand into foreign markets. Accordingly, our ability to commercialize Spryng™ and other products may be dependent
on our receipt of the net proceeds from our future financings.
 
Along
with establishing effective production, marketing, sales, and distribution of Spryng™ and other products, we believe that our future
capital requirements depend upon the timing and costs of many factors with some of them beyond our control, including our ability to
establish an adequate base of veterinarian clinics using our products, costs in obtaining patents and any required regulatory approvals
for future products, costs of any future target animal studies, costs related to new product development, costs of finished product inventory,
expenses to attract and retain skilled personnel as needed, increased costs related to being a listed public company, and the costs of
any future acquisitions of existing companies or IP technologies. There is no assurance that future additional capital will be available
to us as needed, or if available upon terms acceptable to us.
 

 
 

 
Risks
Relating to Our Business and Industry
 
We
have a limited operating history upon which to base an evaluation of our business prospects.
 
We
were incorporated in March 2009 and have a limited operating history upon which to base an evaluation of our business prospects. We did
not begin generating notable revenues from the sale of Spryng™ until the second quarter of fiscal 2023. Our limited operating history
makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, especially considering
the risks, expenses, and difficulties frequently encountered in the establishment of an early-stage company. Our ability to operate our
business successfully remains unknown and untested. If we cannot commercialize our products effectively, or are significantly delayed
or limited in doing so, our business and operations will be harmed substantially, and we may even need to cease operations.
 
We
are substantially dependent upon the success of Spryng™ and any failure of Spryng™ to achieve market acceptance would harm
us significantly.
 
We
have one lead product, Spryng™, which is in commercial production. Our future prospects rely heavily on the successful marketing
of this product. In addition to establishing effective production, marketing, sales, distribution and training for the use of Spryng™,
we believe its successful commercialization will depend on other material factors including our ability to educate and convince veterinarians
and pet owners about the benefits, safety and effectiveness of Spryng™, the occurrence and severity of any side effects to pets
from use of our products, maintaining regulatory compliance and effective quality control for our products, our ability to maintain and
enforce our patents and other intellectual property rights, any increased manufacturing costs from third-party contractors or suppliers,
and the availability, cost and effectiveness of treatments offered by competitors.
 
Our
lead product, Spryng™, will face significant competition in our industry, and our failure to compete effectively may prevent us
from achieving any significant market penetration.
 
The
development and commercialization of animal care products is highly competitive, including significant competition from major pharmaceutical,
biotechnology, and specialty animal health medical companies. Our competitors include Zoetis, Inc.; Merck Animal Health, the animal health
division of Merck & Co., Inc.; Merial, the animal health division of Sanofi, S.A.; Elanco, the animal health division of Eli Lilly
and Company; Bayer Animal Health, the animal health division of Bayer AG; Novartis Animal Health, the animal health division of Novartis
AG; Boehringer Ingelheim Animal Health; Virbac Group; Ceva Animal Health; Vetaquinol; and Dechra Pharmaceuticals PLC. There also are
several smaller stage animal health companies that have recently emerged in our industry and are developing therapeutics products that
may compete with Spryng™, including Kindred Bio, Aratana Therapeutics, Next Vet, and VetDC.
 
Since
we are an early-stage company with limited operations and financing, virtually all our competitors have substantially more financial,
technical and personnel resources than us. Most of them also have established brands and substantial experience in the development, production,
regulation, and commercialization of animal health care products. Regarding our development of any new products or technology, we also
compete with academic institutions, governmental agencies and private organizations that conduct research in the field of animal health
medicines. We expect that competition in our industry is based on several factors including primarily product reliability and effectiveness,
product pricing, product branding, adequate patent and other IP protection, safety of use, and product availability.
 
Although
for the foreseeable future, our efforts and financial resources will continue to focus on successfully commercializing Spryng™,
our future business strategy plan includes the identification of additional animal care products we may license, acquire, or develop,
and then commercializing such products into a branded product portfolio along with Spryng™. Even if we successfully license, acquire
or develop such animal care products from our proprietary technology, or acquire any such new products, we may still fail to commercialize
them successfully for various reasons, including competitors offering alternative products which are more effective than ours, our discovery
of third-party IP rights already covering the products, harmful side effects caused to animals by the products, inability to produce
products in commercial quantities at an acceptable cost, or the products not being accepted by veterinarians and pet owners as being
safe or effective. If we fail to successfully obtain and commercialize future new animal care products, our business and prospects may
be harmed substantially.
 

 
 

 
We
will rely on third parties to conduct studies of our current and new products, and if these third parties do not successfully perform
their contracted commitments effectively or substantially fail to meet expected study deadlines, we could be delayed from effectively
commercializing our future products.
 
We
have entered into a clinical trial services agreement with Colorado State University and Ethos Veterinary Health. In the future, we may
engage other educational institutions with a veterinary medical curriculum to conduct studies of Spryng™ and other products to
be introduced by us. We expect to have limited control over the timing and resources that such third parties will devote to the studies.
Although we must rely on third parties to conduct our studies, we remain responsible for ensuring any of our studies are conducted in
compliance with protocols, regulations, and standards set by industry regulatory authorities and commonly referred to as current good
clinical practices (“cGCPs”) and good laboratory practices (“GLPs”). These required clinical and laboratory practices
include many items regarding the conducting, monitoring, recording, and reporting the results of target animal studies to ensure that
the data and results of these studies are objective and scientifically credible and accurate.
 
Our
success is highly dependent on the clinical advancement of our products and adverse results in clinical trials and other studies could
prevent us from effectively commercializing our future products
 
There
can be no assurance that clinical trials or studies of Spryng™ and our other products will demonstrate the safety and efficacy
of such products in a statistically significant manner. Failure to show efficacy or adverse results in clinical trials or studies could
significantly harm our business. While some clinical trials and studies of our product candidates may show indications of safety and
efficacy, there can be no assurance that these results will be confirmed in subsequent clinical trials or studies or provide a sufficient
basis for regulatory approval, if required. In addition, side effects observed in clinical trials or studies, or other side effects that
appear in later clinical trials or studies, may adversely affect our or our distributors’ ability to market and commercialize our
products.
 
Our
operations rely on third parties to produce our raw materials to produce our products.
 
We
rely on independent third parties to produce the raw materials (e.g. collagen, elastin, and heparin) that we use to produce our Spryng™
products. As such, we are dependent upon their services and will not be in a position to control their operations as we might if we directly
produced these raw materials. While we believe the raw materials used to manufacture Spryng™ products are readily available and
can be obtained from multiple reliable sources on a timely basis, circumstances outside our control may impair our ability to have an
adequate supply of raw materials to produce our Spryng™ products.
 
If
we experience the rapid commercial growth of Spryng™, we may not be able to manage such growth effectively.
 
We
contemplate rapid growth for our business as we bring our Spryng™ product to new customers and anticipate that this will place
significant demands on our management and our operational and financial resources. Our organizational structure will become more complex
as we add additional personnel, and we would likely require more financial and staff resources to support and continue our growth. If
we are unable to manage our growth effectively, our business, financial condition, and results of operations may be materially harmed.
 
Our
Distribution Agreements with MWI and Covetrus are important to our business and if we were to lose our Distribution Agreement it would
adversely affect our revenues and profitability.
 
We
entered into a Distribution Agreement with MWI in June 2022. Our Distribution Agreement with MWI is important to our business. We generated
65% of our total revenues from Spryng™ products sold under the Distribution Agreement in the fiscal year ended March 31, 2024.
If we were to lose our Distribution Agreement with MWI, it would have an adverse effect on our revenues and net income.
 
We
entered into a Distribution Agreement with Covetrus in December 2023. Our Distribution Agreement with Covetrus is also important to
our business. We generated 11% of our total revenues from Spryng™ products sold under the Distribution Agreement in the fiscal
year ended March 31, 2024. If we were to lose our Distribution Agreement with Covetrus, it would have an adverse effect on our revenues and net
income.
 

 
 

 
If
our current sales and marketing program is insufficient or inadequate to support the current introduction of our Spryng™ product,
we may not be able to sell this product in quantities to become commercially successful.
 
We
commenced sales of Spryng™ in the second quarter of fiscal 2022 and plan to increase our commercialization efforts for Spryng™
in the United States through our direct sales to veterinarians and our distributorship relationships with MWI and Covetrus. There are
significant risks involved in our building and managing an effective sales and marketing program, including our ability to manage and
support our distribution relationship with MWI and Covetrus, our ability to hire, adequately train, maintain, and motivate qualified
sales representatives for direct sales and to support our sales to MWI and Covetrus, to generate sufficient sales leads and other contacts,
and establish effective product distribution channels. Any failure or substantial delay in the development of our internal sales and
marketing program and distribution capabilities would adversely impact our business and financial condition.
 
Our
business will depend significantly on the sufficiency and effectiveness of our marketing and product promotional programs and incentives.
 
Due
to the highly competitive nature of our industry, we must effectively and efficiently promote and market our products through the Internet,
television and print advertising, social media, and through trade promotions and other incentives to sustain and improve our competitive
position in our market. Moreover, from time to time we may have to change our marketing strategies and spending allocations based on
responses from our veterinarian customers and pet owners. If our marketing, advertising, and trade promotions are not successful to create
and sustain consistent revenue growth or fail to respond to marketing strategy changes in our industry, our business, financial condition,
and results of operations may be adversely affected.
 
Any
damage to our reputation or our brand may materially harm our business.
 
Developing,
maintaining, and expanding our reputation and brand with veterinarians, pet owners, and others will be critical to our success. Our brand
may suffer if our marketing plans or product initiatives are unsuccessful. The importance of our brand and demand for our products may
decrease if competitors offer products with benefits similar to or as effective as our products and at lower costs to consumers. Although
we maintain procedures to ensure the quality, safety and integrity of our products and their production processes, we may be unable to
detect or prevent product and/or ingredient quality issues such as contamination or deviations from our established procedures. If any
of our products cause injury to animals, we may incur material expenses for product recalls, and may be subject to product liability
claims, which could damage our reputation and brand substantially.
 
If
we fail to attract and retain qualified management and key scientific personnel, we may be unable to successfully commercialize our current
products or develop new products effectively.
 
Our
success will significantly be dependent upon our current management and key scientific technicians, and also on our ability to attract,
retain and motivate future management and employees. We are highly dependent upon our current management and technology personnel, and
the loss of the services of any of them could delay or prevent the successful commercialization or development of current or future products.
Competition to obtain qualified personnel in the animal health field is intense due to the limited number of individuals possessing the
skills and experience required by our industry. We may not be able to attract or retain qualified personnel as needed on acceptable terms,
or at all, which would harm our business and operations.
 
Natural
disasters and other events beyond our control could materially adversely affect us.
 
Natural
disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy,
and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power
shortages, pandemics (including the ongoing Coronavirus (COVID-19) epidemic) and other events beyond our control. Although we maintain
crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our
customers, and could decrease demand for our services.
 

 
 

 
Risks
relating to Manufacturing
 
We
may not be able to manage our manufacturing and supply chain effectively, which would harm our results of operations.
 
We
must accurately forecast demand for sales of Spryng™
in order to have adequate product inventory available
to fill customer orders timely. Our forecasts will be based on multiple assumptions that may cause our estimates to be inaccurate, and
thus affect our ability to ensure adequate manufacturing capability to satisfy product demand. Any material delay in our ability to obtain
timely product inventories from our manufacturing facility and our ingredient suppliers could prevent us from satisfying increased consumer
demand for our products, resulting in material harm to our brand and business. In addition, we will need to continuously monitor our
inventory and product mix against forecasted demand to avoid having inadequate product inventory or having too much product inventory
on hand. If we are unable to manage our supply chain effectively, our operating costs may increase materially.
 
Risks
relating to our Intellectual Property
 
Failure
to protect our intellectual property could harm our competitive position or cause us to incur significant expenses and personnel resources
to enforce our rights.
 
Our
success will depend significantly upon our ability to protect our intellectual property (“IP”) rights, including
patents, trademarks, trade secrets, and process know-how, which valuable assets support our brand and the perception of
Spryng™ and other products that we may commercialize in the future. We rely on patents, trademark, trade secret, and other intellectual property laws, as well as
non-disclosure and confidentiality agreements to protect our intellectual property. Our non-disclosure and confidentiality
agreements may not always effectively prevent disclosure of our proprietary IP rights and may not provide an adequate remedy in the
event of an unauthorized disclosure of such information, which could harm our competitive position. We also may need to engage in
costly litigation to enforce or protect our patent or other proprietary IP rights, or to determine the validity and scope of
proprietary rights of others. Any such litigation could require us to expend significant financial resources and also divert the
efforts and attention of our management and other personnel from our ongoing business operations. If we fail to protect our
intellectual property, our business, brand, financial condition, and results of operations may be materially harmed.
 
We
may be subject to intellectual property infringement claims, which could result in substantial damages and diversion of the efforts and
attention of our management.
 
We
must respect prevailing third-party intellectual property, and the procedures and steps we take to prevent our misappropriation, infringement,
or other violation of the intellectual property of others may not be successful. If third parties assert infringement claims against
us, our suppliers, or veterinarians using our products and technology, we could be required to expend substantial financial and personnel
resources to respond to and litigate or settle any such third-party claims. Although we believe our patents, manufacturing processes
and products do not infringe in any material respect on the intellectual property rights of other parties, we could be found to infringe
on such proprietary rights of others. Any claims that our products, processes, or technology infringe on third-party rights, regardless
of their merit or resolution could be very costly to us and also materially divert the efforts and attention of our management and technical
personnel. Any adverse outcome to us from one or more such claims against us could, among other things, require us to pay substantial
damages, to cease the sale of our products, to discontinue our use of any infringing processes or technology, to expend substantial resources
to develop non-infringing products or technology, or to license technology from the infringed party. If one or more of such adverse outcomes
occur, our ability to compete could be affected significantly and our business, financial condition and results of operations could be
harmed substantially.
 

 
 

 
Risks
related to Regulation
 
We
may be unable to obtain required regulatory approvals for future products timely or at all, and the denial or substantial delay of any
such approval could delay materially or even prevent our efforts to commercialize new products, which could adversely impact our ability
to generate future revenues.
 
Based
on our determination that our Spryng™ products is a device for the treatment of animals rather than being a pharmaceutical product,
we believe we are not required to obtain regulatory approval to produce and market them for their current intended uses. However, we
have not received confirmation from any regulatory authority that our determination is correct. The production, marketing, and sale of
any future products for the treatment of animals based on our proprietary technology may require us to obtain regulatory approval from
the Center for Veterinarian Medicine (“CVM”), a branch of the FDA, and/or the USDA, and also certain state regulatory authorities.
Any substantial delay or inability to obtain required regulatory approvals for any new products developed by us could substantially delay
or even prevent their commercialization, which would materially adversely impact our business and prospects.
 
Moreover,
at such future time that we commence business internationally, our products will need to obtain regulatory approval for labeling, marketing,
and sale in foreign countries from authorities such as the European Commission (“EU”) or the European Medicine Agency (“EMA”).
Any substantial delay or inability to obtain any necessary foreign regulatory approvals for our products could harm our business and
prospects materially.
 
Risks
relating to our Information Technology
 
A
failure of one or more key information technology systems, networks, or processes may harm our ability to conduct our business effectively.
 
The
effective operation of our business and operations will depend significantly on our information technology and computer systems. We will
rely on these systems to effectively manage our sales and marketing, accounting and financial, and legal and compliance functions, new
product development efforts, research and development data, communications, supply chain and product distribution, order entry and fulfillment,
and other business processes. Any material failure of our information technology systems to perform satisfactorily, or their damage or
interruption from circumstances beyond our control such as power outages or natural disasters, could disrupt our business materially
and result in transaction errors, processing inefficiencies, and even the loss of sales and customers., causing our business and results
of operations to suffer materially.
 
Risks
Related to our Company
 
Ownership
and control of our Company is concentrated in our management.
 
As
of June 1, 2024, our officers and directors beneficially own or control approximately 13.42% of our outstanding shares of common stock.
This concentrated ownership and control by our management could adversely affect the status and perception of our common stock and/or
warrants. In addition, any material sales of common stock of our management, or even the perception that such sales will occur, could
cause a material decline in the trading price of our common stock and/or warrants.
 
Due
to this ownership concentration, our management has the ability to control all matters requiring stockholder approval including the election
of all directors, the approval of mergers or acquisitions, and other significant corporate transactions. Any person acquiring our common
stock most likely will have no effective voice in the management of our company. This ownership concentration also could delay or prevent
a change of control of the Company, which could deprive our stockholders from receiving a premium for their common shares.
 
The
market price of our common stock is highly volatile because of several factors, including a limited public float.
 
The
market price of our common stock has been volatile in the past and the market price of our common stock and our warrants is likely to
be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of
the market’s adverse reaction to volatility.
 
Other
factors that could cause such volatility may include, among other things:
 


 
●
actual
    or anticipated fluctuations in our operating results;

 
●
the
    absence of securities analysts covering us and distributing research and recommendations about us;

 
●
we
    may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;

 
●
overall
    stock market fluctuations;

 

 
 

 


 
●
announcements
    concerning our business or those of our competitors;

 
●
actual
    or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;

 
●
conditions
    or trends in the industry;

 
●
litigation;

 
●
changes
    in market valuations of other similar companies;

 
●
future
    sales of common stock;

 
●
departure
    of key personnel or failure to hire key personnel; and

 
●
general
    market conditions.

 
Any
of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in
general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and/or
warrants, regardless of our actual operating performance.
 
Our
common stock has in the past been a “penny stock” under SEC rules, and if our common stock is deemed to be a “penny
stock,” it will be more difficult to resell our securities.
 
In
the past, our common stock was a “penny stock” under applicable Securities and Exchange Commission (“SEC”) rules
(generally defined as non-exchange traded stock with a per-share price below $5.00). While our common stock is currently not considered
a “penny stock,” if we do not continue to satisfy the requirements to be exempt from the “penny stock” rules,
it will be more difficult to resell our securities. “Penny stock” rules impose additional sales practice requirements on
broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers”
or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments
in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized
risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and
its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s
account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s
written agreement to the transaction.
 
Legal
remedies available to an investor in “penny stocks” may include the following:
 


 
●
If
    a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or state securities
    laws, the investor may be able to cancel the purchase and receive a refund of the investment.

 
●
If
    a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms
    that committed the fraud for damages.

 
These
requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes
subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements
may restrict the ability of broker-dealers to sell our common stock or our warrants and may affect your ability to resell our common
stock and our warrants.
 
Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited
liquidity. We can give no assurance that our common stock will not be classified as a “penny stock” in the future.
 

 
 

 
We
are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley
Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.
 
Rules
adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal controls over financial
reporting, and for certain issuers, an attestation of this assessment by the issuer’s independent registered public accounting
firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving
and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur
significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long
it will take or costly it will be to complete the assessment of the effectiveness of our internal controls over financial reporting for
each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete
the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines
that our internal controls over financial reporting are not effective as defined under Section 404, we cannot predict how regulators
will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence
and the market value of our securities may be negatively affected.
 
We
do not anticipate paying any dividends on our common stock for the foreseeable future.
 
We
have not paid any dividends on our common stock to date, and we do not anticipate paying any such dividends in the foreseeable future.
We anticipate that any earnings experienced by us will be retained to finance the implementation of our operational business plan and
expected future growth.
 
The
elimination of monetary liability against our directors and executive officers under Nevada law and the existence of indemnification
rights held by them granted by our bylaws could result in substantial expenditures by us.
 
Our
Articles of Incorporation eliminate the personal liability of our directors and officers to the Company and its stockholders for damages
for breach of fiduciary duty to the maximum extent permissible under Nevada law. In addition, our Bylaws provide that we are obligated
to indemnify our directors or officers to the fullest extent authorized by Nevada law for costs or damages incurred by them involving
legal proceedings brought against them relating to their positions with the Company. These indemnification obligations could result in
our incurring substantial expenditures to cover the cost of settlement or damage awards against our directors or officers.
 
Our
Articles of Incorporation, Bylaws, and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in
control, which may cause our stock price to decline.
 
Our
Articles of Incorporation, Bylaws, and Nevada law could make it more difficult for a third party to acquire us, even if closing such
a transaction would be beneficial to our stockholders. We are authorized to issue up to 20,000,000 shares of preferred stock. This preferred
stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without
further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as
a series on particular matters), preferences as to dividend, liquidation, conversion, and redemption rights, and sinking fund provisions.
None of our preferred stock will be outstanding at the closing of this offering. The issuance of any preferred stock could materially
adversely affect the rights of the holders of our common stock, and therefore, reduce the value of our common stock. In particular, specific
rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third
party and thereby preserve control by the present management.
 
Provisions
of our Articles of Incorporation, Bylaws, and Nevada law also could have the effect of discouraging potential acquisition proposals or
making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions
may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our certificate of incorporation
and by-laws and Delaware law, as applicable, among other things:
 


 
●
provide
    the board of directors with the ability to alter the by-laws without stockholder approval;

 
●
establishing
    advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon
    at stockholder meetings; and

 
●
provide
    that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.

 

 
 

 
PART
II
 
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
The following section in Part II, Item 7 of the Form 10-K is hereby amended and restated in its entirety as follows: 
 
Critical
Accounting Policies and Estimates
 
Our
Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”),
which require us to make estimates and assumptions that may affect the reported financial condition and results of operations should
actual results differ from these estimates and assumptions. We base our estimates and assumptions on the best available information and
believe them to be reasonable for the circumstances. We believe that of our significant accounting policies, the following involve a
higher degree of judgment and complexity. Refer to Note 1 to the Consolidated Financial Statements for a complete discussion of
our significant accounting policies. Management has reviewed these critical accounting policies and estimates with the Audit Committee
of our Board of Directors.
 
Revenue
Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Codification
(“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company recognizes
revenue in accordance with ASC 606 using the modified retrospective method applied to all contracts. Revenue is recorded for syringes
shipped to our distributors and veterinarian customers.
 
Asset
Impairment. In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”),
we evaluate the value of leasehold improvements and operating lease right-of-use assets that have been open for a period sufficient
to reach maturity. Impairment losses are recorded on long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than
the carrying amounts. When events such as these occur, the impaired assets are adjusted to their estimated fair value and an impairment
loss is recorded separately as a component of operating income.
 
Our
impairment loss calculations require management to make assumptions and to apply judgment to estimate future cash flows and asset fair
values. Significant assumptions used in our projected undiscounted cash flows analyses include revenue growth rates and expense reductions.
Additionally, significant assumptions utilized in our fair value analyses include the assumptions, as well as market participant real
estate assumptions and discount rate. We do not believe there is a reasonable likelihood that there will be a material change in the
estimates or assumptions we use to calculate long-lived asset impairment losses. However, if actual results are not consistent with our
estimates and assumptions, our operating results could be adversely affected.
 
Share-Based
Payments. We account for share-based payments in accordance with ASC 718, Compensation – Stock Compensation (“ASC
718”). To determine the fair value of our stock option awards, we use the binomial option-pricing model, which requires management
to apply judgment and make assumptions to determine the fair value of our awards. These assumptions include estimating the length of
time employees will retain their vested stock options before exercising them (the “expected term”) and the estimated volatility
of the price of our common stock over the expected term.
 
We
calculate a weighted-average expected term based on historical experience. Expected stock price volatility is based on historical volatility
of our common stock. Changes in these assumptions can materially affect the estimate of the fair value of our share-based payments and
the related amount recognized in our Consolidated Financial Statements.
 
Income
Taxes. We calculate income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which
requires the use of the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on
the difference between the Consolidated Financial Statement carrying amounts of existing assets and liabilities and their respective
tax bases as computed pursuant to ASC 740. Deferred tax assets and liabilities are measured using the tax rates, based on certain
judgments regarding enacted tax laws and published guidance, in effect in the years when those temporary differences are expected to
reverse. A valuation allowance is established against the deferred tax assets when it is more likely than not that some portion or
all of the deferred taxes may not be realized. Changes in our level and composition of earnings, tax laws or the deferred tax
valuation allowance, as well as the results of tax audits, may materially impact the effective income tax rate.
 
We
evaluate our income tax positions in accordance with ASC 740, which prescribes a comprehensive model for recognizing, measuring, presenting,
and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether
to file or not to file in a particular jurisdiction. Under ASC 740, a tax benefit from an uncertain position may be recognized only if
it is more likely than not that the position is sustainable based on its technical merits.
 


 
 

 
The
calculation of the deferred tax assets and liabilities, as well as the decision to recognize a tax benefit from an uncertain position
and to establish a valuation allowance require management to make estimates and assumptions. We believe that our assumptions and estimates
are reasonable, although actual results may have a positive or negative material impact on the balances of deferred tax assets and liabilities,
valuation allowances or net income.
 
Overview
 
The
following discussion of our financial condition and results of operations should be read in conjunction with our financial statements
and related notes that appear elsewhere in this Annual Report. In addition to historical consolidated financial information, the following
discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially
from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed
below and elsewhere in this prospectus, particularly in “RISK FACTORS.” We caution the reader not to place undue reliance
on these forward-looking statements, which reflect management’s analysis only as of the date of this prospectus.
 
We
are a smaller reporting company and have incurred substantial losses in connection
with our limited operations. We need substantial capital to pursue our commercialization plans of our lead product Spryng™, to finance our clinical trials and to fund working capital
and general corporate purposes. 
 
The
independent auditor’s report accompanying our March 31, 2024, consolidated financial statements contains an explanatory
paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared
“assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our
liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, and our working
capital is insufficient to fund our operations for the next 12 months. These factors raise substantial doubt about our ability to
continue as a going concern.
 
RESULTS
OF OPERATION
 


  
For Fiscal Year Ended March 31, 

  
2024  
2023 

Revenues 
$968,706  
$917,162 

Total Cost of Sales 
 229,180  
 221,036 

Total Operating Expenses 
 11,360,866  
 9,429,578 

Total Other Income (Expense) 
 (333,955) 
 15,844 

Net Loss 
 (10,955,295) 
 (8,717,608)

Net loss per share - basic and diluted 
$(.78) 
$(.85)

 
For
The Fiscal Year Ended March 31, 2024 (“fiscal 2024”) Compared to The Year Ended March 31, 2023 (“fiscal 2023”)
 
Total
Revenues. Revenues were $968,706 in fiscal 2024 compared to $917,162 for fiscal 2023. Revenues in fiscal 2024 consisted of sales
of our Spryng™ product to our Distributors of $731,813 and to veterinary clinics in the amount of $236,893. In the twelve months
ended March 31, 2023, our revenues of $917,162 consisted of sales of our Spryng™ product to our Distributor of $636,345 and to
veterinary clinics in the amount of $280,817. The increase in our revenues in the twelve months ended March 31, 2024, is due to sales
to our Distributors pursuant to our Distribution Agreements.
 
Total
Cost of Sales. Cost of sales was $229,180 in fiscal 2024 compared to $221,036 for fiscal 2023. Cost of sales includes product
costs related to the sale of our Spryng™ products, labor and certain overhead costs, including the use of certain manufacturing equipment costs. The Company has historically prepared a manufacturing
allocation on a quarterly basis based on certain manufacturing expenses as part of cost of sales.
 
Operating
Expenses. Operating expenses increased to $11,360,866 in fiscal 2024 compared to $9,429,578 in fiscal 2023. Operating expenses
consisted of general and administrative, sales and marketing, and research and development expenses. The increase is primarily due to
increased G&A expenses and sales and marketing expenses related to the sale of our Spryng™ product.
 
General
and administrative (“G&A”) expenses were $6,693,186 and $5,022,943 in fiscal 2024 and 2023, respectively. General and
administrative expenses include compensation and benefits, contracted services, consulting fees, stock compensation, and incremental
public company costs.
 
Sales
and marketing expenses were $3,399,666 and $3,410,277 in fiscal 2024 and 2023, respectively. Sales and marketing expenses include compensation,
consulting, tradeshows, and stock compensation costs to support the launch of our Spryng™ product.
 
Research
and development (“R&D”) expenses were $1,268,014 and $996,358 in fiscal 2024 and 2023, respectively. The increase was
related to clinical studies and efforts to support the launch of Spryng™.
 
Operating
Loss. As a result of the foregoing, our operating loss was $10,621,340 and $8,733,452 in fiscal 2024 and 2023, respectively.
The increase was related to the costs to support the launch of Spryng™ and the incremental public company costs.
 
Other
(Expense) Income. Other income was ($333,955) in fiscal 2024 as compared to $15,844 in fiscal 2023. Other income in fiscal
2024 consisted of loss on extinguishment of debt of ($534,366), settlement payment of ($180,000) to David Masters offset by the
extinguishment of payables of $385,874, and interest expense of ($6,463). Other income in fiscal 2023 consisted of net interest
income of $15,844.
 

 
 

 
Net
Loss. Our net loss in fiscal 2024 was $10,955,295 or ($0.78) as compared to a net loss of $8,717,608 or ($0.85) per share in
fiscal 2023. The weighted average number of shares outstanding was 13,969,754 compared to 10,222,994 for fiscal 2024 and 2023, respectively.
 
LIQUIDITY
AND CAPITAL RESOURCES
 
On
August 13, 2021, we closed an underwriting public offering of 2,500,000 units, at a price of $4.50 per unit. Net proceeds from the Public
Offering were approximately $9,781,000, net of commissions and expenses of the offering. As of March 31, 2024, our current assets were
$1,041,660 including $87,403 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,412,370 including
$1,064,260 of accounts payable and accrued expenses. Our working capital deficit as of March 31, 2024 was $370,710.
 
The
Company has continued to realize losses from operations. However, because of our recent offerings, we believe we will have sufficient
cash to meet our anticipated operating costs and capital expenditure requirements through July 31, 2024. We will need to
raise additional capital in the future to support our efforts to commercialize Spryng™ and our ongoing operations. We expect to
continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business
expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance
and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund
its business plan.
 
Net
Cash Used in Operating Activities – We used $7,419,588 of net cash in operating activities in fiscal 2024. This cash used
in operating activities was primarily attributable to our net loss of $10,955,295, an extinguishment of payables of $385,874, and an
increase in inventory of $19,793, partially offset by stock compensation expense of $2,109,783, investor relations services paid in stock
of $452,432, a decrease in accounts receivable of $68,020, a decrease in prepaid expenses and other assets of $41,870, and an increase
in accounts payable and accrued expenses of $81,538.
 
Net
Cash Used in Investing Activities – We used $309,104 of net cash in investing activities in fiscal 2024 consisting entirely
on the purchase of equipment.
 
Net
Cash Provided by Financing Activities – During fiscal 2024, we were provided with net cash of $7,340,781 from
financing activities consisting primarily of $6,527,439 in stock and warrant sales and $670,000 from issuance of convertible
debentures, $150,000 issuance of notes payable, which were offset by $6,658 in repayments of note payable.
 
Inventory
 
Inventories
are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead
related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion,
disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.
 
At
March 31, 2024, the Company’s inventory has a carrying value of $390,076 and is broken down into $35,442 of finished goods, $20,289
of work in process and $334,345 in raw material.
 
At
March 31, 2023, the Company’s inventory has a carrying value of $370,283 and is broken down into $13,159 of finished goods, $53,398
of work in process and $303,726 in raw material.
 
MATERIAL
COMMITMENTS
 
Note
Payable and Accrued Interest
 
As
of March 31, 2024, we are obligated on notes and accrued interest of $13,171.
 

 
 

 
OFF-BALANCE
SHEET ARRANGEMENTS
 
As
of March 31, 2024, and as of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are material to investors.
 
GOING
CONCERN
 
The
independent auditors’ report accompanying our March 31, 2024 Form 10-K and consolidated financial statements contains an
explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have
been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our
liabilities and commitments in the ordinary course of business. In August 2021, we raised approximately $9,781,000 from the sale of
units in a Public Offering. Our working capital deficit at March 31, 2024 was $370,710.
 
CRITICAL
ACCOUNTING POLICIES
 
We
prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of
America. Our significant accounting policies are described in Note 1 to our consolidated financial statements attached hereto. We
believe the critical accounting policies (Note 1 and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operation) involve the most significant judgments and estimates used in the
preparation of the consolidated financial statements.
 
RECENTLY
ISSUED ACCOUNTING STANDARDS
 
The
Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the
periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted
accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported
financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s
financial management.
 
In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
- Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s
Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded
conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative
scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income
per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim
periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of
the standard on the consolidated financial statements.
 
In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected
loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried
at amortized cost, such as accounts receivable, at the net amount expected to be collected. The measurement of expected credit losses
is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts
that affect the collectability of the reported amount. The Company adopted this standard in the consolidated financial statements for
the year ended March 31, 2024. The change had no impact on the Company’s financial statements.
 
All
other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.
 

 
 

 
PART
III
 
ITEM
11. EXECUTIVE COMPENSATION
 
The following section in Part III, Item 11 of the Form 10-K is hereby amended and restated in its entirety as follows:
 
The
Company qualifies as a “smaller reporting company” under rules adopted by the SEC. Accordingly, the Company has provided
scaled executive compensation disclosure that satisfies the requirements applicable to the Company in its status as a smaller reporting
company. Under the scaled disclosure obligations, the Company is not required to provide, among other things, a compensation discussion
and analysis or a compensation committee report, and certain other tabular and narrative disclosures relating to executive compensation.
 
Our
named executive officers (“Named Executive Officers” or “NEO’s”) for fiscal year ended March 31, 2024 (“fiscal
2024”) were as follows:
 

●John
                                            Lai, our Chief Executive Officer and President;

●Garry
                                            Lowenthal, our Chief Financial Officer; 

 ●Robert J. Folkes, our former Chief Financial Officer; and

●Randall
                                            Meyer, our Chief Operating Officer.
 
Certain
information regarding the compensation of our Named Executive Officer for our fiscal years ended March 31, 2024 (“fiscal 2024”)
and March 31, 2023 (“fiscal 2023”) is provided on the following pages.
 
SUMMARY
COMPENSATION TABLE
 
The
following table sets forth information regarding the compensation paid to or earned by our Named Executive Officers for fiscal 2024 and
2023.
 


Name and Principal Position 
Year 
Salary ($)(1)      
Bonus ($)  
Stock Awards ($)(2)    
Non-Equity Incentive Plan Compensation ($)  
All Other Compensation ($)(3)    
Total ($) 

John Lai 
2024 
 350,000  
 —  
 143,500  
 —  
$3,912  
$497,412 

CEO and President 
2023 
 306,260  
 —  
 175,000  
 —  
$6,387  
$487,637 

  
  
    
    
    
    
    
   

Garry Lowenthal 
2024 
 22,778  
 10,000(7) 
 —  
 —  
 —  
 32,778 

Chief Financial Officer(6) 
2023 
 —  
 —  
 —  
 —  
 —  
 — 

  
  
    
    
    
    
    
   

Robert J Folkes 
2024 
 254,546  
 —  
 14,980  
 —  
$13,657  
$283,183 

Former
    Chief Financial Officer(4) 
2023 
 265,000  
 —  
 —  
 439,206  
$8,066  
$712,272 

  
  
    
    
    
    
    
   

Randall Meyer 
2024 
 270,000  
 —  
 23,184  
 —  
$12,912  
$306,096 

Chief Operating Officer(5) 
2023 
 240,833  
 —  
 —  
 —  
$4,581  
$245,414 

 


(1)
In
    lieu of receiving cash in the amount of $29,167 for one month’s salary payment, Mr. Lai received an aggregate of 10,100 shares
    of the Company’s common stock. The stock was valued at a price of $2.8878 per share in fiscal year 2023.

 
 

(2)
Amounts
    shown represent grant date fair value computed in accordance with ASC Topic 718, with respect to restricted stock awards (based on
    the closing price of our common stock on the grant date) and stock option awards. Information
    regarding the valuation assumptions used in the calculations is included in “Note 11 – Stockholder’s Equity”
    of our audited consolidated financial statements included in our 2023 Form 10-K.

 
 

(3)
Represents
    the payment of health insurance premiums by the Company for Mr. Lai and Mr. Folkes.

 
 

(4)
Mr.
    Folkes was appointed to serve as the Company’s Chief Financial Officer on April 14, 2021 and resigned as of February 29, 2024.
    

 
 

(5)
Mr.
    Meyer was appointed to serve as the Company’s Chief Operating Officer on September 10, 2021.

 
 

(6)
Mr.
    Lowenthal was appointed to serve as the Company’s Chief Financial Officer on March 8, 2024.

 
 

(7)
Mr.
                                            Lowenthal received a $10,000 signing bonus with his employment contract.


 


 
 

 
Narrative
Disclosure to the Summary Compensation Table
 
The
following is a discussion of certain terms that we believe are necessary to understand the information disclosed in the Summary Compensation
Table.
 
Base
Salaries
 
The
Company’s Named Executive Officers receive a base salary for services rendered to the Company, which is set forth in their respective
employment agreements. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation
reflecting the executive’s skill set, experience, role, and responsibilities.
 
John
Lai
 

Mr. Lai has served as our Chief Executive Officer from March 2014 to May 2017 and June 2019 to the present. Mr. Lai’s base
salary was $100,000 from April 1, 2022, which was increased to $275,000 effective as of September 1, 2022 and increased to $350,000
as of November 1, 2022. 
 
In
February 2023, Mr. Lai agreed that he would receive his salary payments in shares of the Company’s common stock in lieu of cash
from March 1, 2023 through August 31, 2023 (the “Interim Period”) The Compensation Committee approved issuing 60,600 Shares
(the “Total Interim Shares”) to Mr. Lai for his service during the Interim Period as a restricted stock award unit agreement
(“RSU Award Agreement”) under the Equity Incentive Plan. The Compensation Committee calculated the number of Total Interim
Shares by taking (A) Mr. Lai’s salary during the Interim Period ($175,000) divided by (B) the volume weighted average closing price
of the Company’s common stock during the 10-day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share.
The Compensation Committee approved the vesting of 10,100 of the RSU’s on March 1, 2023, with an additional 10,100 of the RSU’s
vesting on the first day of each month thereafter such that all of the RSU’s would be fully vested on August 1, 2023, subject to
Mr. Lai’s continued employment with the Company through each applicable vesting date. Additional terms of the RSU Award Agreement
are set forth in the Equity Incentive Plan.
 
Garry Lowenthal
 
Mr.
Lowenthal joined the Company as its Chief Financial Officer on March 8, 2024 and his salary is $200,000 per year, plus a $10,000 signing
bonus.
 
Robert J. Folkes
 
Mr. Folkes joined the Company
as its Chief Financial Officer on April 14, 2021, and his initial salary was $190,000 per year, which was increased to $240,000 per year
effective as of September 1, 2022 and increased to $300,000 as of November 1, 2022. Mr. Folkes resigned from the Company effective as
of February 7, 2024.
 
Randall Meyer
 
Mr. Meyer joined the Company, as its Chief Operating Officer, on September 1, 2021 and his base salary is $220,000
per year which was increased to $270,000 as of November 1, 2022.
 
Bonuses
 
The
Company established a bonus plan for its Named Executives with a performance target based on total revenues in each fiscal year. If
the Company achieved the performance target for the target fiscal year, the Named Executives would receive a bonus equal to a certain percentage of their
respective salary. 
 
In
November 2022, the Company established target bonuses for the bonus plan for its Named Executives with performance targets based on total
revenues and individual objectives for fiscal 2023. The Company did not achieve its revenue target for fiscal 2023, so the Named Executives
did not receive performance bonuses under the Bonus Plan. As such, the Compensation Committee did not award discretionary bonuses to
any Named Executive Officers in fiscal 2023.
 
In
November 2023, the Company established target bonuses for a bonus plan for its Named Executive Officers with performance targets based
on total revenues and individual objectives for fiscal 2024. The Company did not achieve its revenue target for fiscal 2024, so the Named
Executive Officers did not receive performance bonuses under the Bonus Plan.
 

 
 

 
Equity
Compensation
 
Our
Compensation Committee administers our 2020 Equity Incentive Plan (the “Equity Incentive Plan”) and approves the amount of,
and terms applicable to, grants of stock options, restricted stock units, and other types of equity awards to employees, including the
Named Executive Officers. The Equity Incentive Plan permits the grant of incentive stock options, non-statutory stock options, stock
appreciation rights, restricted stock, restricted stock units (“RSUs), and stock bonus awards (all such types of awards, collectively,
“equity awards”), although incentive stock options may only be granted to employees.
 
Fiscal 2022
 
On
April 14, 2021, the Company granted 34,000 RSUs to Mr. Folkes pursuant to the terms of his employment agreement. These RSUs vest over
a three-year period, with 10,000 RSUs vesting on January 1, 2022, 10,000 vesting on January 1, 2023, and 14,000 vesting on January 1,
2024, subject to Mr. Folkes remaining employed at the Company. These RSUs will automatically vest if there is a Change in Control (as
defined in our Equity Incentive Plan).
 
On
September 9, 2021, the Compensation Committee granted RSUs to Mr. Lai, Mr. Folkes, and Mr. Meyer for their exceptional performance in
assisting the Company in closing its public offering in which it raised $11.2 million in gross proceeds and listed its common stock and
warrants on the NASDAQ Capital Market. The Named Executive Officers received the following RSU grants (“November 2021 RSU Grants”):
Mr. Lai – 150,000 RSUs, Mr. Folkes – 54,000 RSUs, and Mr. Meyer – 65,000 RSUs. These RSUs vest in three installments,
with 1/3 vesting on March 31, 2022, 1/3 vesting on March 31, 2023, and 1/3 vesting on March 31, 2024, based upon continued employment
with the Company. These RSUs will automatically vest if there is a Change in Control (as defined in our Equity Incentive Plan).
 
Fiscal 2023
 
On
October 19, 2022 the Compensation Committee granted nonqualified stock options of 200,000 shares to Mr. Folkes the vest equally over
a three-year period with 66,667 shares beginning on October 19, 2022. These options will automatically vest if there is a Change in Control
(as defined in our Equity Incentive Plan).
 
On
February 24, 2023, the Compensation Committee entered into a second amendment to an employment agreement with Mr. Lai pursuant to which
it granted him equity in exchange for salary for the six-month period beginning on March 1, 2023 and ending on August 31, 2023. The Company
granted Mr. Lai totaling 60,600 shares, the Interim Shares, which vest in equal monthly amounts of 10,100 shares beginning March 1, 2023 in lieu of his salary
payments for a six-month period. For additional detail on the Interim Shares, see “Executive Employment Agreements.
 
Fiscal 2024
 
The Compensation Committee did
not grant options or stock awards to any Named Executive Officers during fiscal 2024.
 
For the grant date fair values of the options and RSUs, please see the Summary Compensation Table above.

 
Perquisites
 
We
offer health insurance to our Named Executive Officers on the same basis that these benefits are offered to our other eligible employees.
We offer a 401(k) plan to all eligible employees. The Company also provides other benefits to its Named Executive Officers on the same
basis as provided to all its employees, including vacation and paid holidays.
 

 
 

 
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END 2024
 
The
following table sets forth for each Named Executive Officer, information regarding outstanding equity awards as of March 31, 2024. Market
value is based on the closing stock price of $1.07 on March 31, 2024.
 


  
   
Option Awards  
Stock Awards 

Name 
Grant Date  
Number of securities underlying unexercised options exercisable (#)  
Number of securities underlying unexercised options unexercisable (#)  
Option exercise price ($)  
Option expiration date  
Number of shares or units of stock that have not vested (#)  
Market value of shares or units of stock that  have not vested ($)(1) 

John Lai 
 10/31/2019  
 90,000  
 —  
 2.24  
 10/31/2024  
 —  
$— 

  
 12/31/2019  
 19,847  
 —  
 1.95  
 12/31/2024  
 —  
 — 

  
 3/31/2020  
 24,253  
 —  
 1.27  
 3/31/2025  
 —  
 — 

  
 6/30/2020  
 7,441  
 —  
 1.60  
 6/30/2025  
 —  
 — 

  
 9/25/2021  
    
    
    
    
 100,500(2) 
 276,375 

  
    
    
    
    
    
    
   

Robert J. Folkes 
 10/19/2022  
 66,667(3) 
 133,333  
$2.40  
 10/18/2029  
    
   

  
 9/02/2021  
 —  
 —  
    
    
 32,000(4) 
$88,000 

  
    
    
    
    
    
    
   

Garry Lowenthal (6) 
 —  
 —  
 —  
 —  
 —  
 —  
$— 

  
    
    
    
    
    
    
   

Randall Meyer 
 1/15/2020  
 10,547  
 —  
 1.20  
 1/15/2029  
 —  
$— 

  
 12/31/2019  
 1,213  
 —  
 1.95  
 12/31/2024  
 —  
 — 

  
 3/31/2020  
 1,104  
 —  
 1.27  
 3/31/2025  
 —  
 — 

  
 6/30/2020  
 559  
 —  
 1.60  
 6/30/2025  
 —  
 — 

  
 9/09/2021  
 —  
 —  
 —  
 —  
 21,666(5) 
 59,582 

 


(1)
The
    value reported for the RSUs was determined by multiplying the number of unvested RSUs by the closing market price of $2.75 of the
    Company’s common stock on March 31, 2023.

 
 

(2)
Comprised
    of 50,000 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, and 50,500 unvested
    shares underlying an RSU award granted on February 24, 2023, which will vest in equal monthly installments of 10,100 shares beginning
    April 1, 2023, with both awards subject to the executive’s continued employment with the Company. The RSUs will vest automatically
    if there is a Change of Control (as defined in our Equity Incentive Plan).

 
 

(3)
Mr.
    Folkes was granted a nonqualified stock option grant on October 19, 2022 to purchase 200,000 shares of our common stock at an exercise
    price of $2.40 per share. The options have a seven-year life and vest 66,667 shares on October 19. 2022, 66,667 shares on October
    19, 2023, and 66,666 shares on October 19, 2024. The options will vest automatically if there is a change of control (as defined
    in our Equity Incentive Plan). 

 
 

(4)
Comprised
    of 14,000 unvested shares underlying an RSU award granted on April 14, 2021, which will vest on January 1, 2024, and 18,000 unvested
    shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, with both RSU awards subject to the
    executive’s continued employment with the Company. The RSUs will vest automatically if there is a change of control (as defined
    in our Equity Incentive Plan).

 
 

(5)
Comprised
    of 21,666 unvested shares underlying an RSU award granted on September 9, 2021, which will vest on March 31, 2024, subject to the
    executive’s continued employment with the Company. The RSUs will vest automatically if there is a Change of Control (as defined
    in our Equity Incentive Plan).

 
 

(6)
Mr.
    Lowenthal employment began on March 8, 2024. No stock grants or any RSUs were issued in fiscal year 2024.

 

 
 

 
Executive
Employment Agreements
 

Effective
as of November 10, 2021, the Company entered into new employment agreements with Mr. Lai to serve as the Company’s Chief
Executive Officer which replaced his employment agreement dated October 1, 2019, and Mr. Folkes to serve as the Chief Financial
Officer which replaced his employment agreement dated April 14, 2021. In addition, the Company entered into a new employment agreement with Randall
Meyer to serve as the Company’s Chief Operating Officer effective as of November 10, 2021. All of these employment agreements
were amended in November 2022 to increase the base salaries of the executive officers, effective as of November 1, 2022. In
addition, Mr. Lai’s employment agreement was amended in February 2023 to provide that he would receive his salary payments in
the form of equity instead of cash for the six-month period beginning on March 1, 2023 through August 31, 2023. With the exception
of the salary and severance payments, the employment agreements are substantially similar.
 
All
of these employment agreements expire on September 30, 2024. Messrs. Lai, Folkes, and Meyer each have annual base salaries of $350,000,
$300,000, and $270,000, respectively, subject to potential increase or decrease from time to time as determined by the Compensation Committee
of the Board of Directors. As previously noted, Mr. Lai received his salary payments in shares of the Company’s common
stock from March 1, 2023 through August 31, 2023. The Compensation Committee approved issuing 60,600 Shares (the “Total Interim
Shares”) to Mr. Lai for his service during the Interim Period as a restricted stock award unit agreement (“RSU Award Agreement”)
under the Company’s Equity Incentive Plan. The Compensation Committee calculated the number of Total Interim Shares by taking (A)
Mr. Lai’s salary during the Interim Period ($175,000) divided by (B) the volume-weighted average closing price of the Company’s
common stock during the 10-day period preceding February 22, 2023 ($2.8878), rounded up to the nearest whole share. The Compensation
Committee approved the vesting of 10,100 of the RSUs on March 1, 2023, with an additional 10,100 of the RSUs vesting on the first day
of each month thereafter such that all of the RSUs would be fully vested on August 1, 2023, subject to Mr. Lai’s continued employment
with the Company through each applicable vesting date. Additional terms of the RSU Award Agreement are set forth in the Equity Incentive
Plan.
 
The
employment agreements also provide for a target annual bonus as determined by the Compensation Committee. In addition to an annual salary
and bonus, the employment agreements provide that the executive officers are entitled to participate in any equity and/or long-term compensation
programs established by the Company for senior executive officers and all of the Company’s retirement, group life, health, and
disability insurance plans and any other employee benefit plans.
 
The
employment agreements provide for termination of the executive officers at any time by the Company for Cause (as defined in the employment
agreements) or without Cause. If an executive officer is terminated for Cause, he will receive his salary through the termination date
and reimbursement of any unpaid expenses and accrued but unused vacation/paid time off (“Accrued Obligations”). If the executive
officer’s employment is terminated by the Company without Cause, subject to the execution of a release of any and all claims or
potential claims against the Company, the executive officer will be entitled to receive a severance payment, his accrued but unpaid bonus,
if any, and any Accrued Obligations owed through the termination date, in a lump sum payment within 10 days after the termination date.
Mr. Folkes will receive a severance payment equal to 6 months of his base salary. Mr. Lai and Mr. Meyer will each receive a severance
payment equal to 1 month’s base salary. If the executive’s employment is terminated as a result of his death or disability,
he or his estate will receive his compensation through the date of termination, his accrued and unpaid bonus, if any, and Accrued Obligations
through the date of termination.
 

 
 

 
Each
executive officer is required to agree to non-competition, non-solicitation, and confidentiality obligations. The confidentiality covenants
are perpetual, while the non-compete and non-solicitation covenants apply during the term of the new employment agreements and for 12
months following the executive officer’s termination.
 
On
January 19, 2024, Robert J. Folkes informed the Board of Directors (the “Board”) of PetVivo Holdings, Inc. (the “Company”)
that he will be resigning as Chief Financial Officer (“CFO”) of the Company, effective as of February 2, 2024. Mr. Folkes
informed the Board that he will continue to provide CFO and accounting services to the Company, until it hires a new full-time Chief
Financial Officer. The Company and Mr. Folkes intend on entering into a transition services agreement on or before February 2, 2024.
 
On
March 8, 2024, PetVivo Holdings, Inc. (the “Company”) appointed Garry Lowenthal to serve as the Company’s Chief Financial
Officer, with an annual salary of $200,000 per year, plus a $10,000 signing bonus with a term of three years. Mr. Lowenthal was also
granted 90,000 RSU shares vesting at 45,000 shares on January 28, 2025 and 45,000 shares on January 28, 2026.
 
Potential
Payments on Change in Control or Termination without Cause under November RSU Grants
 
The
employment agreements for Mr. Lai, Mr. Lowenthal, and Mr. Meyer do not contain any provisions providing for the acceleration of any salary
or bonus payments if there is a change in control. The RSU Grants awarded to Mr. Lai, Mr. Folkes, and Mr. Meyer on September 9, 2021,
and to Mr. Folkes on April 14, 2021 pursuant to our Equity Incentive Plan contain provisions that provide for accelerated vesting of
the RSUs if there is a change of control of the Company (as such term is defined in the Equity Incentive Plan). In addition, if Mr. Lai,
Mr. Folkes, or Mr. Meyer is terminated without cause, any RSUs that would have vested on or before the first anniversary of such termination
had the executive remained employed shall be accelerated and deemed to have vested as of the termination date. Any time-based Restricted
Shares that have not vested as described above may not be transferred and will be forfeited on the date the Named Executive Officer’s
employment with the Company terminates.
 
PART
IV
 
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 


(a)
    
Documents
filed as part of the Form 10-K, as amended by the Amendment.

 

1.Financial Statements: The consolidated financial statements
of the Company, as listed in Item 8 of the Form 10-K, are included in Item 8 of the Form 10-K. 

2.Financial Statement Schedules: No financial statement schedules
were included in the Form 10-K or in this Amendment as such schedules are not required or the information that would be included in such
schedules in not material or it otherwise furnished. 

3.Exhibits Required by Item 601 of Regulation S-K: The exhibits
listed in the Exhibit Index of the Form 10-K and this Amendment are filed with, or incorporated by reference in this report.
 


(b)
Exhibits: The exhibits listed in the Exhibit Index of the Form 10-K and this Amendment are filed with, or incorporated
by reference, in this report.

 



Exhibit
Number
 
Description

31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

104
 
Cover Page Interactive Data File –(formatted as Inline XBRL
and contained in Exhibit 101)

 
*Filed herewith.
 

 
 

 
SIGNATURES
 
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: July 9, 2024
 



 
PETVIVO
    HOLDINGS, INC.

 
 

 
By:
/s/
    John Lai

 
 
John
    Lai,

 
 
President
    and Chief Executive Officer
(Principal
    Executive Officer)

 
 
 

 
By:
/s/
    Garry Lowenthal

 
 
Garry
    Lowenthal

 
 
Chief
    Financial Officer
(Principal
    Financial and Accounting Officer)

 


 

 
